This License Agreement («Agreement») is a legally binding agreement between you and metaskin.space («METASKIN») that describes the rights in METASKIN DIGITAL MODEL («MDM») you may obtain when you purchase any METASKIN DIGITAL CONTRACT («MDC»)
For clarity, this Agreement does not otherwise govern the transaction that is effectuated on the Ethereum blockchain when you buy or offer to buy any MDC, including through any related decentralized technologies, websites, services, tools, applications, smart contracts, and APIs, which are provided by third party vendors and governed by and subject to the terms of use provided by those third party vendors, unless such third party terms of use conflict or are inconsistent with the terms of this Agreement, in which case the terms of this Agreement shall prevail. Subject to the foregoing, this Agreement supplements the terms of service and privacy policy that otherwise govern your use of METASKIN website and application, but for clarity, these terms do not apply to any other product or service purchased from a METASKIN website or application besides the MDC and MDM.
A unique Ethereum («ETH), non-fungible token that serves as a digital contract and was originally offered for sale by METASKIN on Metaskin website or Approved Marketplace.
Original content file (3d model of a real person) that is directly associated and linked with to METASKIN DIGITAL CONTRACT and is the major object of this license.
OpenSea marketplace operated by Ozone Networks, Inc. Website: https://opensea.io
Any third-party patent rights, copyrights, trade secrets, trademarks, know-how or any other intellectual property rights recognized in any country or jurisdiction in the world.
Subject to your compliance with the terms of this Agreement, METASKIN hereby grants you a worldwide, non-exclusive, personal, limited license, solely with respect to any MDM(s) that you own, to display the MDM associated with such MDC (s), privately or publicly, solely for personal, non-commercial purposes, including on social media platforms, digital galleries, or otherwise on the Internet or in association with your offer to sell or trade your MDC (s). This license does not grant you any rights in or to the MDM separate from the associated MDC (s), including any of the copyrights described in Section 4 below.
Basic approved use cases are indicated in the description of each product. If basic use cases are not indicated you agree that you may not, and will not permit any third party to, do or attempt to do any of the following without METASKIN express prior written consent in each case: (i) modify the MDM associated with your MDC (s) in any way; (ii) use the MDM to advertise, market, or sell any product or service; (iii) use the MDM in connection with malicious, harmful, offensive or obscene images, videos, or other materials or forms of media, including any that depict hatred, intolerance, violence, cruelty, or anything else that could reasonably be found to constitute hate speech or otherwise violate applicable laws or regulations or infringe upon the rights of others; (iv) use or incorporate the MDM in movies, videos, video games, or any other forms of media for a commercial purpose; (v) sell, distribute for commercial gain, or otherwise commercialize merchandise that includes, contains, or consists of the MDM; (vi) trademark, copyright, or seek to trademark, copyright, or otherwise acquire additional intellectual property rights in or to the MDM; (vii) attempt to mint, tokenize, or create an additional cryptographic token representing the MDM or MDC on any platform; (viii) falsify, misrepresent, or conceal the authorship of the MDC or the MDM; or (ix) otherwise commercially use or exploit any MDM for your or any third party’s benefit, including by selling copies of any MDM or selling derivative works embodying any MDM.
You acknowledge and agree that METASKIN (or, as applicable, its licensors) owns all legal right, title and interest in and to the MDM, and all intellectual property rights therein. The rights that you have in and to the MDM are limited to those expressly described in Section 2 of this Agreement. METASKIN (on behalf of itself and, as applicable, its licensors) reserves all other rights in and to the MDM, including all copyrights in and to the MDC (e.g., the right to reproduce and make copies, to prepare derivate works, to distribute, sell, or transfer, to display, to perform, and to publicly display and publicly perform).
The license granted in Section 2 applies only to the extent that you continue to Own the applicable MDC. If at any time you sell, trade, donate, give away, or transfer your MDC to a new Owner through an Approved Marketplace, the license granted in Section 2 shall be transferred to that new Owner, and you will have no further rights in or to the MDM or MDC associated with that MDM. If at any time you burn or otherwise dispose of your MDC for any reason, or sell, trade, donate, give away, or transfer your MDC other than through an Approved Marketplace, the license granted in Section 2 will immediately expire with respect to that MDC without the requirement of notice or any further action, and you will have no further rights in or to the MDM or MDC associated with that MDM.
You shall indemnify, defend (at METASKIN request) and hold harmless METASKIN, its affiliates and licensors, and its and their respective officers, agents, directors, representatives, contractors, and employees, from and against any and all claims, suits, demands, actions, losses, liabilities, damages, judgements, penalties, fines, expenses and other costs (including reasonable attorneys’ fees) arising from your breach or alleged breach of this Agreement. METASKIN will also have the right to provide our own defense additionally or alternatively at our own expense.
In no event will METASKIN be liable to you for any special, incidental, exemplary, indirect, punitive, or consequential damages (including loss of profits) with respect to the subject matter of this Agreement, whether such liability arises from any claim based upon contract, warranty, tort (including negligence), strict liability or otherwise, and whether or not you have been advised of the possibility of such loss or damage. METASKIN aggregate liability under this Agreement shall not exceed the net revenues actually received by METASKIN in connection with any transaction in which You purchased or sold your MDC. The foregoing limitation of liability shall only apply to the extent permitted by applicable law. In no event will METASKIN be liable for any inability for you to access the MDM for any reason, including as a result of any downtime, failure, obsolescence, removal, termination or other disruption relating to (a) the servers upon which the MDM is stored; (b) the [OpenSea platform]; or (c) any other NFT platform.
METASKIN will have the unrestricted right to assign this Agreement and to assign, subcontract, license and sublicense any or all of its rights and obligations hereunder. This Agreement (including, without limitation, the license granted hereunder) is personal to you and shall not be assigned or transferred by you, except to a new Owner of the MDC as set forth in Section 5 above. Any other attempt by you to assign, sub-license, or transfer your rights under this Agreement shall be null and void.
This Agreement will be governed by, and construed and interpreted in accordance with, the laws of the Estonia, without regard to its conflicts-of-law principles. Any dispute arising out of or relating to this Agreement may be brought and adjudicated only in the courts, located in the Tallinn Estonia, and METASKIN and you submit to the exclusive jurisdiction of such courts and waive any objections based upon improper venue or inconvenient forum. Neither METASKIN nor you will seek to litigate any claims against the other on a class action or representative party basis and shall pursue any claims solely on an individual basis.
Your rights and remedies in the event of any breach of this Agreement are strictly limited to the right, if any, to recover damages in an action at law, and you acknowledge that your remedy of money damages is adequate. You will not be entitled by reason of any such breach, and you will not seek, any equitable relief, whether injunctive or otherwise.
This Agreement constitutes the complete understanding and agreement of you and METASKIN with respect to the Articles and supersedes any and all prior or contemporaneous written or oral agreements between you and METASKIN with respect to all Articles. Prior agreements between METASKIN and you relating to any article(s) will continue to govern those prior article(s). The language of any clause or term of this Agreement will not be construed for or against the drafter. No right or term of this Agreement will be deemed waived, and no breach of this Agreement excused, unless the waiver or consent is in writing and signed by you and METASKIN. Any modification or amendment to this Agreement must be made in writing and signed by you and METASKIN.